Terms Of Trade.

Payments

All payments shall be made by the 14th day after the invoice unless otherwise arranged in advance and confirmed in writing by The Customer.

Kiwispec Motorsport Limited reserves the right to withdraw or refuse credit facilities or to require payment of a deposit before delivery.

Interest shall be paid at 5% per month calculated on a monthly basis on all outstanding amounts from the date on which the

payment was due until actual date of payment.

Any expenses, disbursements and costs (22% flat rate collection fees plus any legal cost) incurred by Kiwispec Motorsport Limited

in the event of customer default are payable by the customer.

Payment by bill of exchange or cheque shall not be deemed payment until the bill of exchange or cheque has been paid by the

customer’s banker and credited to Kiwispec Motorsport Limited bank account.

Kiwispec Motorsport Limited reserves the right to change the price

if the Goods requested are changed; or
if the Services originally contracted for are changed ; or
in the event of increases to Kiwispec Motorsport Limited in the cost of labour or goods beyond Kiwispec Motorsport Limited

Services

“Services” shall include all labour, parts, expenses and sub-contractors’ services supplied by Kiwispec Motorsport Limited to you.

All invoices rendered shall include services provided.

ECU Programming and Tuning

Kiwispec Motorsport Limited does not take any responsibility for failure of ECUs during OBD or direct connection write or guarantee

any communication protocols supplied by Alientech, Dimsport, CMD, Magic Motorsport, PCM Flash, VF2, ECUToy, MPPS or any other

3rd party flashing device. Any costs due to failed writes or hardware damage due to opening are not covered by Kiwispec Motorsport Limited.

Travel time and cost to rectify failed ECU writes or updates to a vehicle’s engine software because of tool writing, dealer updates or fixes from Kiwispec Motorsport Limited is not covered by Kiwispec Motorsport Limited.

Kiwispec Motorsport limited does not accept any liability for vehicles with emissions solutions or defeats/deletes, if an engine fails or

another system fails this is not a responsibility of Kiwispec Motorsport Limited.

We reserve the right to place editing or writing locks in tuned files.

Freight

All product prices exclude freight charges unless otherwise specified and advised in writing to the customer.

Kiwispec Motorsport Limited reserves the right to levy a freight surcharge where urgent delivery is requested by the customer.

Under the Carriage of Goods Act all claims for loss of or damage to goods must be made on the carrier within 30 days from the date

of invoice.

Goods for Return

Goods shall only be returned to Kiwispec Motorsport Limited with its prior written consent and within 14 days after delivery.

Should Kiwispec Motorsport Limited discover that there is not a material defect in the goods, Kiwispec Motorsport Limited may charge

the customer a handling fee.

Goods not returned in accordance with the above may be rejected by Kiwispec Motorsport Limited .

All costs for the return or delivery of the goods shall be payable by the customer.

Tuning tools and tunes are not eligible for returns.

Supply and Delivery

All services supplied shall be deemed to have been supplied when notified by Kiwispec Motorsport Limited .

If you claim that some services have not been supplied or rendered, you must notify Kiwispec Motorsport Limited within

fourteen (14) days of notification of supply.

Any claim by you must be made in writing.

Delivery of goods shall be deemed to be effected by Kiwispec Motorsport Limited delivering the goods to the delivery address

nominated by the customer, whether or not the customer is present at the time of the delivery to acknowledge receipt.

Any claim that goods are not as specified or are not delivered as stated in Kiwispec Motorsport Limited invoice must be made to

Kiwispec Motorsport Limited in writing within fourteen (14) days of delivery.

Goods will not be accepted for return for credit without Kiwispec Motorsport Limited prior approval.

Title and Security (Personal Property Security Act 1999)

Title in any goods supplied by Kiwispec Motorsport Limited passes to the customer only when the customer has made payment in

full for all goods provided by Kiwispec Motorsport Limited and of all other sums due to Kiwispec Motorsport Limited by the customer

on any account whatsoever.

Until all sums due to Kiwispec Motorsport Limited by the customer have been paid in full, Kiwispec Motorsport Limited has a security interest in all goods.

The customer grants to Kiwispec Motorsport Limited a personal property security in the goods (by virtue of the Retention of Title

clause in these terms) and all goods previously supplied by Kiwispec Motorsport Limited to the customer (if any) and all after acquired goods supplied by Kiwispec Motorsport Limited to the customer.

The customer agrees to:

Sign any further document and provide any further information which the customer warrants to be complete, accurate and up-to-date in all respects, which Kiwispec Motorsport Limited may reasonably require to register a financing statement or financing change statement on the personal property securities register.
Not register a financing change statement or a change demand without the prior written consent of Kiwispec Motorsport Limited.
Give Kiwispec Motorsport Limited no less than 14 days written notice of any change of the customer’s name or other change in the customer’s details (including but not limited to changes in address, facsimile number, trading name or business practice).
Indemnify Kiwispec Motorsport Limited for any costs incurred by it in relation to the above.
Waive any rights to receive a copy of the verification statement under the Personal Property Securities Act and agrees to the extent permitted by law that under this contract:-

The customer will have no rights under (or by reference to) Section 114(1) or 133 of the Personal Property Securities Act.
- The provisions of Part 9 of the Personal Property Securities Act which after the benefit of the customer or place obligations on Kiwispec Motorsport Limited will apply only to the extent that they are mandatory.
- Where Kiwispec Motorsport Limited has rights under this contract additional to those in Part 9 of the Personal Property Securities Act, those rights will continue to apply.

In the event the customer refuses to comply with its obligations under the above clause, then by signing this document the customer grants to Kiwispec Motorsport Limited power of attorney to sign all documents giving Kiwispec Motorsport Limited a personal property security in the goods.

If the goods are attached, fixed or incorporated into any property of the customer, by way of any manufacturing or assembling process by the customer or any third party, title in the goods shall remain with Kiwispec Motorsport Limited until the customer has made payment for all goods and where those goods are mixed with other property so as to be part of or a constituent of any new products, title to these new products shall be deemed to be assigned to Kiwispec Motorsport Limited as security for the full satisfaction by the customer of the full amount owing between Kiwispec Motorsport Limited and the customer.

The customer gives irrevocable authority to Kiwispec Motorsport Limited to enter any premises occupied by the customer or on which products are situated at any reasonable time after default by the customer or before default if Kiwispec Motorsport Limited believes a

default is likely and to remove and repossess any goods and any other property to which goods are attached or in which goods are incorporated. Kiwispec Motorsport Limited shall not be liable for any costs, damages, expenses or losses incurred by the customer

or third party as a result of this action, nor liable in contract or in tort or in otherwise in any way whatsoever unless by statute such liability cannot be excluded.

Kiwispec Motorsport Limited may either resell any repossessed goods and credit the customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed goods and credit the customer’s account with the invoice value less such sum as Kiwispec Motorsport Limited reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.

General

These terms of trade shall apply to all goods and services sold to the customer.

If any provisions of these terms are unenforceable, that term will be deemed modified to the extent necessary to make it enforceable or

if modification is impractical, the provision will be deemed deleted but without affecting the remainder of these terms.

These terms may only be varied by the written agreement of Kiwispec Motorsport Limited.

Any notice required to be served by either party shall deemed to have been properly served if left at or posted in a pre-paid letter

addressed to the other party at the place of business or residence of such party and any service by post shall be deemed to have

been effected when the letter containing such notice would have been delivered in the ordinary course of post.

These terms shall be governed by and construed in accordance with the laws of New Zealand.

Returns, Claims, Refunds

The customer shall immediately upon receipt of goods supplied fully inspect such goods and satisfy itself that the goods are correct.

If the customer is unsatisfied, the customer must immediately contact Kiwispec Motorsport Limited and communicate all details of such

dissatisfaction.

Unless the above procedure is followed Kiwispec Motorsport Limited is entitled to assume that the goods supplied are correct and no returns claims for refunds will be permitted or made.

Customer Information

In accordance with the Privacy Act 1993 the customer authorises Kiwispec Motorsport Limited to obtain such information as it

may require in response to their enquiries from any source in order to determine the customer’s credit worthiness and to be used as

a guide concerning credit limits.

Kiwispec Motorsport Limited will set a credit limit and reserves the right to alter the credit limit from time to time.

I customer consents to you Kiwispec Motorsport Limited collecting, using and disclosing my personal information for the

following purposes:

Verifying any information that I give to you (or information that you may collect from other sources) with third parties and third party databases, including Government agencies (for eg. NZ Transport Authority, Motor Vehicle Register, PPSR).
Carrying out credit checks on me with a credit reporting agency for a purpose of making a credit decision affecting me (including debt collection) or for the requirements of the Anti-Money Laundering and Countering Financing Terrorism Act 2009. This will require you to give my information to the credit reporting agency as well as the credit reporting agency providing information about me to you. (You may also disclose my positive credit information (including repayment history information) to a credit reporting agency).
Debt recovery including appointing an agent to collect any outstanding debts and listing defaults with a credit reporting agency.
Checking the Ministry of Justice fines database for any overdue fines I may have. This will require you to give my information to the Ministry of Justice. This check may be carried out by a credit reporting agency, which will require the search results to be disclosed to the credit reporting agency.
Verifying any information that I give to you (or information that you may collect from other sources) with third parties and third party databases for the purposes of fraud prevention or the Anti-Money Laundering and Countering Financing Terrorism Act 2009.
Where I have voluntarily given you my driver licence information, this information may also be disclosed to a credit reporting agency and the Ministry of Justice as part of the checks you undertake with them.
I authorise any third party to provide my personal information to you for any of these purposes.
I understand that if you disclose my personal information to a credit reporting agency, they may hold my information on their credit reporting database and use it for providing credit reporting services and for any other lawful purpose and they may disclose my information to their subscribers for the purpose of credit checking or debt collection or for any other lawful purpose.

Consumer Guarantees Act

Where Kiwispec Motorsport Limited supplies the goods and services to the customer for the customer’s use in a business for the

purpose of the business, the customer agrees that the Consumer Guarantees Act does not apply.

Where Kiwispec Motorsport Limited supplies the product and services to a customer as a “consumer” as defined in the Consumer Guarantees Act for a non-business purpose, the Consumer Guarantees Act will apply and prevail over any contrary provision in

these terms and conditions.

Disputes Accounts

The customer must notify Kiwispec Motorsport Limited in writing within five days of receipt of any disputed invoice.

The notification must quote the relevant invoice number and must include all the necessary details of the reason the invoice is

being disputed. Should the customer fail to notify Kiwispec Motorsport Limited of any dispute, defect or damage within five days of

receipt of the invoice, the customer shall be deemed to accepted the invoice and shall pay that invoice according to the terms and conditions contained in this document.

Confidential Information

Each party agrees to always keep the other party’s confidential material confidential and not to use the confidential material for

any purpose other than for the purpose for which it was supplied or copy or reproduce any of the confidential material in any way

except whether disclosure is necessary to enable goods or services to be used under lease or where the party that owns the

confidential material has consented to disclosure.

On request each party will ensure that any confidential material (including any copies) that it possesses or controls and that belongs

to the other party is returned to that other party.

Confidential material means:

All information and other material relating to Kiwispec Motorsport Limited business, employees, goods or services which we make available or have previously made available to you; or
Any report or material which we produce as a direct or indirect result of any work that we carry out for you and anything that you derive from this information and material but excluding everything which is generally available to the public or you or a third party have independently developed or acquired this confidential material.

Resolving Disputes

Kiwispec Motorsport Limited and the customer will use all reasonable endeavours to resolve any dispute between them. If they cannot resolve their dispute between them, they will:

Refer the dispute to mediation which will be conducted in accordance with the Resolution Institute New Zealand Standard Mediation Agreement; and
If mediation is unsuccessful, the matter of dispute shall be referred to a single arbitrator in accordance with the provisions contained in the Arbitration Act 1996 and any amendments.

Nothing in this clause will preclude either party from taking immediate steps to seek urgent equitable relief before an appropriate Court.

Assignment

Kiwispec Motorsport Limited is entitled at any time to assign to any other person all or any part of the debt owing by the customer

to Kiwispec Motorsport Limited.

Review of Terms

Kiwispec Motorsport Limited reserves the right to review any of these terms at any time.

Any change will take effect on the next transaction following the date on which Kiwispec Motorsport Limited notified the customer of

such change.

Intellectual Property

The customer acknowledges that Kiwispec Motorsport Limited is the sole owner of all intellectual property including business

know how, ideas, methodologies, routines, systems and processes relating to or arising, directly or indirectly, out of the goods and

services that Kiwispec Motorsport Limited supplies to the customer or developed or contributed to by 3rd Parties in relation to any

information, fault, repair or documentation that is supplied to the customer or as a result of Kiwispec Motorsport Limited performing

services or any other work for the customer.